Common use of Transfer of Certain Assets Clause in Contracts

Transfer of Certain Assets. (a) Prior to or simultaneous with the Closing, the Company will transfer and assign to ▇▇▇▇▇ ▇. ▇▇▇▇▇, without representation, warranty or recourse, all of its right, title and interest in and to (i) all of the shares of capital stock of The Wooditch Group held by the Company (the "Wooditch Shares"), and (ii) the six automobiles identified on Schedule 5.7 hereto. ▇▇▇▇▇ ▇. ▇▇▇▇▇ shall indemnify, defend and hold harmless the Company Indemnified Parties (as hereafter defined) from and against any and all Losses (as hereafter defined) in respect of (i) Taxes attributable to the transfer of the Wooditch Shares and the automobiles identified on Schedule 5.7 and (ii) the ownership and use of the automobiles identified on Schedule 5.7 following such transfer. (b) It is acknowledged that ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇ own the following life insurance policies, which are subject to split dollar understandings and Assignments of Life Insurance Policies as Collateral with the Company: (i) Northwestern Mutual, Nos. 7228156, 7494474 and 9161473 (▇▇▇▇▇ ▇. ▇▇▇▇▇, insured); and Northwestern, Mutual Nos. 7555323 and 9372584 (▇▇▇ ▇. ▇▇▇▇▇, insured). As of the Closing, (A) the Company and the Stulls will terminate their split dollar understandings and the Assignments of Life Insurance Policy as Collateral, (B) the Company will relinquish any and all claims against the Stulls for reimbursement of premiums paid by the Company on the policies (C) the Stulls will relinquish any and all claims against the Company arising out of borrowings by the Company against the policies, and (D) the Stulls will own the policies free and clear of any claims by the Company.